1.	To elect the 14 nominees for director named in this Proxy Statement to hold office until the 2016 Annual Meeting of Shareholders;

2.	To approve, on an advisory (non-binding) basis, the Company’s executive compensation as described in this Proxy Statement;

3.	To adopt the Company’s 2015 Stock Incentive Plan;

4.	To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for 2015; and

5.	To transact such other business as may properly come before the meeting and any adjournment thereof.

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•	attending the Annual Meeting and voting by ballot;

•	using your telephone, according to the instructions on the notice of the meeting;

•	visiting www.voteproxy.com and then following the instructions on the screen; or

•	signing, dating and mailing in your proxy card which may be obtained by calling 888-proxyna (888-776-9962) or by emailing info@amstock.com.

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•	voting in person by ballot at the Annual Meeting;

•	returning a later-dated proxy card;

•	entering a new vote by telephone or on the Internet (prior to 11:59 p.m. Eastern Standard Time on May 27, 2015); or

•	delivering written notice of revocation to the Company’s Corporate Secretary by mail at 9700 West Higgins Road, 8th Floor, Rosemont, Illinois 60018.

•	FOR the election of each of the 14 Director nominees named in this Proxy Statement;

•	FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement;

•	FOR the adoption of the Company's 2015 Stock Incentive Plan; and

•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.

•	FOR the election of each of the 14 Director nominees named in this Proxy Statement;

•	FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement;

•	FOR the adoption of the Company's 2015 Stock Incentive Plan; and

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•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.

•	The ratification of the appointment of Ernst & Young LLP.

•	To elect the 14 Director nominees named in this Proxy Statement;

•	The approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement; and

•	The adoption of the Company's 2015 Stock Incentive Plan.

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•	Annual election of Directors.

•	Independent Chairman of the Board.

•	Independent Board. Our Board is comprised of all independent Directors, except our CEO.

•	Majority vote standard for election of our Directors.

•	Independent Board committees. Each of our committees (other than the Executive Committee) is made up entirely of independent Directors. Each standing committee operates under a written charter that has been approved by the respective committee, the Nominating and Corporate Governance Committee (the "Nominating Committee") and the Board.

•	Regular executive sessions of independent Directors. At each meeting of the Board and each of its Committees, the Directors meet without management present in regularly scheduled executive sessions of independent Directors.

•	Regular Board self-evaluation process. The Board and each committee evaluate its performance on an annual basis.

•	Service by the majority of our Directors on the boards of our subsidiary banks. We believe this dual service gives our Directors a robust view into our operations and performance.

•	Limitation on other outside board service. We limit our Directors to serve on no more than four other public company boards.

•	Retirement Age. We have a policy that we will not nominate a candidate for Director if he or she has attained the age of 76 before the election.

•	Robust code of ethics. Our corporate code of ethics applies to all of our employees, including our Directors and executive officers. We also have an additional code of ethics applicable to our senior financial officers.

•	Robust role for the Board in risk oversight. Our Board and its committees play an active and ongoing role in the management of the risks of our business.

•	Stock ownership guidelines for Directors and named executive officers. Our Directors and named executive officers each must maintain a significant ownership of our Common Stock in order to increase alignment of their interests with those of our shareholders.

•	Prohibition on hedging, short selling and pledging. Our Directors and executive officers are prohibited from engaging in selling short our Common Stock, engaging in hedging or offsetting transactions regarding our Common Stock or pledging our Common Stock.

•	No shareholder rights plan (“poison pill”).

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•	determining criteria for the selection and qualification of new Directors;

•	identifying, recruiting and evaluating candidates to fill positions on the Board;

•	recommending the Director nominees for approval by the Board and the shareholders;

•	evaluating the independence of each member of the Board and establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director;

•	considering any resignation submitted by a Director who has experienced a significant change to his or her personal circumstances;

•	reviewing the corporate governance guidelines and code of ethics and recommending modifications thereto to the Board;

•	advising the Board with respect to the size, composition and individual members of the various committees of the Board and the functions of the Board and its committees;

•	establishing and implementing self-evaluation procedures for the Board and its committees;

•	reviewing shareholder proposals submitted for business to be conducted at an annual meeting;

•	in consultation with the Audit Committee, reviewing related-party transactions;

•	reviewing annually Director compensation and recommending modifications thereto to the Board;

•	reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board;

•	considering from time to time the overall relationship of the Board and management; and

•	reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval.

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•	the name and record address of the shareholder;

•	the class and number of shares of the Company beneficially held by the shareholder;

•

whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the Company’s stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the Company’s stock (which information shall be updated by such shareholder as of the Record Date, such update to be provided not later than 10 days after the Record Date for the meeting);

•	a representation that the shareholder intends to appear in person or by proxy at the Annual Meeting to introduce the recommendation;

•	the name, age, principal occupation and employment, and business and residential addresses of the candidate;

•	the qualifications of such candidate and the reason for such recommendation;

•	a description of all arrangements or understandings between the shareholder and such candidate or any other persons pursuant to which the recommendation is being proposed and any material interest of the shareholder in such recommendation;

•	the candidate’s signed consent to serve as a director if elected and to be named in the Company's Proxy Statement; and

•	all other information which would be required to be included in a proxy statement filed with the Securities and Exchange Commission ("SEC") if, with respect to such nomination, such shareholder were a participant in a solicitation subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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•	the integrity of our financial statements and financial reporting process;

•	our systems of internal accounting and financial controls;

•	the performance of our internal audit function and independent registered public accounting firm;

•	the performance of our compliance function;

•	the independent registered public accounting firm’s qualifications and independence;

•	the annual independent audit of our financial statements; and

•	our compliance with ethics policies and legal and regulatory requirements.

•	must be financially literate;

•	must not have received any consulting, advisory, or other compensatory fees from us (other than in his or her capacity as a Director);

•	must not be our affiliate or the affiliate of any of our subsidiaries; and

•	must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.

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•	establishing, in consultation with senior management, the Company’s overall compensation philosophy and overseeing the development and implementation of compensation programs;

•

reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other senior management, evaluating the performance of the Chief Executive Officer and other senior management in light of those goals and objectives, and, either as a committee or together with the other independent members of the Board, setting the Chief Executive Officer’s and other senior management’s compensation levels based on this evaluation;

•	reviewing the Company’s compensation programs to assess the extent to which such practices encourage risk-taking or earnings manipulation, and taking any appropriate remedial actions;

•	administering and interpreting all salary and incentive compensation plans for officers, management and other key employees;

•	reviewing with the Chief Executive Officer senior management promotions and employment of senior management candidates;

•	conferring with the Chief Executive Officer and other senior management regarding succession planning for senior executive officers and making any such recommendations to the Board;

•	taking actions relating to employee benefit, compensation and fringe benefit plans, programs or policies of the Company;

•	reviewing and approving severance or similar termination payments to any executive officer of the Company;

•	pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee director compensation;

•	reviewing the results of any advisory shareholder votes on executive compensation (say-on-pay votes), and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;

•	recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding executive compensation;

•	developing and implementing policies with respect to the recovery of “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data; and

•	reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval.

•	developing and implementing the Company’s overall asset/liability management and credit policies;

•	implementing risk management strategies and considering and approving the use of various hedging techniques;

•	reviewing and approving the Company's Risk Appetite Statement, Model Risk Management Governance Framework and validation of the results of the stress test models;

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•	reviewing measures taken by the Company to identify, assess, monitor control and mitigate its risks in the areas of asset/liability management and credit policies;

•	reviewing the Company’s capital position, liquidity position, sensitivity of earnings under various interest rate scenarios, the status of its securities portfolio and trends in the economy; and

•	reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Board for approval.

•	reviewing the capital plan and cash position of the Company, and providing guidance on the sources and uses of capital and expected returns on capital;

•	reviewing and approving any strategic initiatives to determine if they are in line with the Risk Appetite Statement;

•	reviewing and approving capital policies including the Capital Plan, Capital Adequacy and Planning Policy and the Capital Contingency Plan;

•	reviewing and approving components of the DFAST process including stress test results;

•	reviewing holding company/intercompany capital actions, linking to current and forecasted capital levels;

•	reviewing and approving action plans to remediate gaps identified in the capital management process;

•	reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow;

•	reviewing and making recommendations with respect to any share repurchase programs and dividend policy;

•	reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries;

•	reviewing and making recommendations with respect to issuing equity and debt securities;

•	providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and

•	reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval.

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(1)	Includes fees paid in cash and stock for services as non-employee Directors of the Company. During 2014, certain Directors elected to receive fees in stock as follows:

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(2)	Includes fees paid in cash and stock, both paid out and deferred, for services as directors of the Company’s subsidiaries. Also includes dividends earned on fees deferred as described above.

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*	Less than 1%.

**	Mr. Wehmer is also a named executive officer.

(1)	Beneficial ownership and percentages are calculated in accordance with SEC Rule 13d-3 promulgated under the Exchange Act.

(2)

Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 15, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, BlackRock, Inc.’s business address is 55 East 52nd Street, New York, New York 10022. BlackRock, Inc. has informed the Company that the following subsidiaries of BlackRock, Inc. hold shares of the security being reported: BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, and BlackRock Japan Co. Ltd. BlackRock, Inc. has sole voting power with respect to 4,119,542 of these shares and sole dispositive power with respect to 4,230,825 of these shares.

(3)	Based solely on information obtained from a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 5, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, Dimensional’s

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(4)

Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 10, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has informed the Company that the following subsidiaries of Vanguard hold shares of the security being reported: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. Vanguard has sole voting power with respect to 65,342 of these shares, sole dispositive power with respect to 2,987,867 shares and shared dispositive power with respect to 61,842 of these shares.

(5)

Based solely on information obtained from a Schedule 13G/A filed by Invesco Ltd. (“Invesco”) with the SEC on February 10, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, Invesco’s business address is 1555 Peachtree Street NE; Atlanta, GA 30309. Invesco has indicated that the following subsidiaries of Invesco are investment advisers which hold shares of the security being reported: Invesco Advisers, Inc., Invesco Investment Advisers, LLC and Invesco PowerShares Capital Management. Invesco has sole voting power with respect to 2,939,750 of these shares. Invesco has sole dispositive power with respect to 2,939,750 of these shares.

(6)

Based solely on information obtained from a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 11, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, Price Associates’ business address is 100 E. Pratt Street, Baltimore, Maryland 21202. Price Associates has informed the Company that these securities are owned by various institutional investors including T. Rowe Price Small Cap Value Fund, Inc. ("T. Rowe Small Cap"). Price Associates serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Price Associates has sole voting power with respect to 734,331 of these shares and sole dispositive power with respect to 2,724,632 of these shares. T. Rowe Small Cap had sole voting power with respect to 1,976,700 of these shares and sole dispositive power with respect to none of these shares.

(7)

Based solely on information obtained from a Schedule 13G filed by State Street Corporation (“State Street”) with the SEC on February 13, 2015 reporting beneficial ownership as of December 31, 2014. According to this report, State Street's business address is State Street Financial Center, One Lincoln Street, Boston, MA 02111. State Street has indicated that the following subsidiaries of State Street are investment advisers which hold shares of the security being reported: State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisors Limited, and State Street Global Advisors, Australia Limited. State Street has shared voting power with respect to 2,581,890 of these shares and sole dispositive power with respect to none of these shares.

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•	the size of the transaction and the amount of consideration payable to a related person;

•	the nature of the interest of the applicable executive officer, Director or 5% shareholder in the transaction;

•	whether the transaction may involve a conflict of interest;

•	whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties; and

•	whether the proposed transaction is on terms and made under circumstances that are at least as favorable to us as would be available in comparable transactions with or involving unaffiliated third parties.

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•	Increased deposits by 11% to $16.3 billion (a $1.6 billion increase from $14.7 billion in 2013);

•	Generated the highest reported net income in the history of the Company ($151.4 million in 2014, a 10.3% increase over 2013);

•	Increased loan growth (excluding covered loans and loans held for sale) by 12% to $14.4 billion, the highest reported level in the history of the Company;

•	Decreased the provision for credit losses by 55% from $46.0 million in 2013 to $20.5 million in 2014;

•	Decreased non-performing loans by 24% from $103.3 million in 2013 to $78.7 million in 2014;

•	Increased the number of banking offices to 140, compared to 124 in 2013; and

•	Continued strong capital ratios.

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•	Support our goal to attract first-rate entrepreneurial talent that reflects our structure. Our organizational design and structure are a significant part of our value proposition. Consequently, we need to hire leaders who will thrive within our structure, are able to act autonomously, drive growth and manage risk.

•	A significant portion of total compensation should be performance-based. Our compensation program is designed to support performance and achievement at every level of the organization, from the individual to the bank, subsidiary, and company. It also drives performance across both short-term and long-term horizons.

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•	A significant portion of total compensation should be in the form of long-term incentives. Our compensation program should include incentives designed to align management and shareholder interests, over a multi-year performance period. This longer time horizon also helps promote retention and therefore business continuity.

•	Long-term incentive compensation should balance growth and risk. Our longer term rewards are structured to help mitigate excessive risk taking since leaders are rewarded for creating lasting value for the Company and its shareholders.

•	Long-term incentive compensation should be highly correlated with superior returns. The prescribed performance goals under our long-term incentive compensation program should be challenging and achievable only with superior organizational performance.

•

Compensation levels should be competitive to ensure that we attract and retain a highly qualified management team to lead and grow our Company. The successful operation of our Company requires an experienced and talented management team. We hire for both the current and anticipated future needs of the organization, so executives must be able to effectively lead the organization now, and also meet future needs of a growing organization. To do this, our compensation program must be competitive with those of our peer firms to attract and retain talent that is capable of scaling for the future.

•

Compensation opportunities should be commensurate with an executive’s roles and responsibilities. Our organization values talented executives who perform comprehensively, both within their specific roles as well as taking on more leadership responsibilities. Consequently our compensation program seeks to recognize and reward our executives who are most responsible for the performance of the Company and who engage in broader duties than their job titles may imply.

•	Compensation for NEOs should be fair and perceived as such, both internally and externally. We measure the appropriateness of our compensation offerings by comparing them both internally and externally to peer group benchmarks. Shareholders are best served when we can attract and retain talented executives with compensation packages that are competitive but fair.

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•	market practices;

•	the target annual bonuses set in recent years;

•	the desire to provide, as described above, a substantial portion of total compensation as performance-based; and

•	the relative importance and degree of difficulty of the long and short-term performance goals of the Company.

1.	The threshold payout opportunity pays 75% of target.

2.	The high payout opportunity pays 125% of target.

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•	Company’s achievement of 98% of the consolidated net income objective despite a difficult banking environment;

•	growth in the Company’s total assets, net interest margin and tangible common book value per share;

•	successful completion and integration of acquisitions; and

•	Company’s comparatively low levels of charge-offs despite the failure of overall level of charge-offs in the real estate and commercial banking markets to normalize.

•	the Committee’s overall compensation objectives;

•	the Company’s performance relative to peers; and

•	the recommendations of Mr. Wehmer (other than for Mr. Wehmer and Mr. Murphy).

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•	provide a competitive compensation opportunity;

•	align the interests of management with the interests of shareholders;

•	foster retention;

•	allow the Company to compete effectively for talent;

•	incorporate leading practices;

•	provide transparency;

•	support the Company’s long-term strategy and growth objectives;

•	align management’s long-term compensation with achievement of business goals;

•	link pay and performance;

•	create a long-term focus based on sustainable results; and

•	create stock ownership.

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•	CAGR in assets:         7.98%

•	ROAA:            0.76%

•	CAGR in TBV per share:    6.69%

1.	The NEOs received shares as follows: Mr. Wehmer 4,649, Mr. Dykstra 2,833, Mr. Murphy 1,794. Ms. Pattis 1,235 and Mr. Stoehr 1,162. The value ascribed in the table above was derived based on the fair market value of $44.11 of the shares on January 22, 2015, the date they were awarded by the Committee.

2.	These values are exclusive of the values of the options also granted as part of the 2012-2014 LTIP awards which were previously disclosed and not subject to the performance conditions noted above.

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1.	The amounts shown in these columns for 2014 include cash annual bonus awards made in 2015 with respect to 2014 performance.

2.

The amounts shown in this column for 2014 represents performance-based stock awards granted under the Company’s LTIP. All awards were granted under the 2007 Plan. The performance-based stock awards are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”) and are reported based on the probable achievement of the performance-based vesting conditions at the time of grant. If the highest achievement level is attained for the performance-based stock awards, the maximum grant date fair value for these awards are as follows: Mr. Wehmer $715,000; Mr. Dykstra $281,250; Mr. Murphy $187,500; Ms. Pattis $163,875; and Mr. Stoehr $138,375. The grant date fair value of the awards represents the average of the high and low sale prices of the Common Stock on the date of grant, as reported by NASDAQ multiplied by the performance shares at target level.

3.

The amounts shown in this column constitute options granted under the 2007 Plan. Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during such fiscal year. The accounting policy and assumptions for stock-based compensation are described in Notes 1 and 18 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2014.

4.	These amounts represent the cash portion of the 2012-2014 LTIP payment made in 2015.

5.	These amounts represent the cash portion of the 2011-2013 LTIP payment made in 2014.

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6.	This amount represents the CIRP award which fully vested in 2012.

7.	Amounts in this column include the value of the following all other compensation paid to the NEOs in 2014. Perquisites are valued at actual amounts paid for such perquisites and other compensation other than corporate automobile usage for Mr. Wehmer, Mr. Dykstra, Mr. Murphy and Mr. Stoehr, which is based on incremental costs associated with automobiles owned by the Company.

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1.

The amounts in this column represent performance-based cash awards granted to the NEOs pursuant to the 2014 LTIP and granted under the 2007 Plan that will be earned at the end of the performance cycle ending December 31, 2016 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible common book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

2.

The amounts in this column represent performance-based restricted stock unit awards granted to the NEOs pursuant to the 2014 LTIP and granted under the 2007 Plan that will be earned at the end of the performance cycle ending December 31, 2016 based on the Company’s achievement of performance objectives relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

3.	The amounts in this column represent option awards granted to the NEOs pursuant to the 2014 LTIP and granted under the 2007 Plan. One-third of the 2014 LTIP stock option awards granted to each NEO will vest ratably over three years on each of the first through third year anniversaries of the date of grant.

4.

The amounts in this column are valued based on the grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance-based restricted stock unit awards, are based on the probable outcome of the applicable performance conditions. See Notes 2 and 3 to the 2014 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

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1.	The following table provides information with respect to the vesting of each NEO’s outstanding options:

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2.

The amounts in this column represent performance-based restricted stock unit awards that will be earned at the end of the respective performance periods based on the Company’s achievement of performance objectives at target level relating to the Company’s return on average assets, annual growth rate in assets and growth rate in tangible common book value per share, with each goal weighted equally. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

3.	Represents awards that vested on January 22, 2015 and were settled on March 3, 2015, based on performance during the period from January 1, 2012 through December 31, 2014.

4.	Vests based on performance during the period from January 1, 2013 through December 31, 2015.

5.	Vests based on performance during the period from January 1, 2014 through December 31, 2016.

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1.	The value realized on the exercise of stock options represents the pre-tax difference between the option exercise price and the market price determined by calculating the average of the high and low market price of the Common Stock on the date of exercise, multiplied by the number of shares of the Common Stock covered by the stock options exercised.

2.	Represents the vesting of restricted stock units under the Company’s 2007 Plan.

3.	The value realized on the vesting of restricted stock units represents the average of the high and low market price of the Common Stock on the date of vesting multiplied by the number of restricted stock units that vested.

1.

These amounts represent restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the executive is no longer subject to the deduction limits under Section 162(m) of the Internal Revenue Code. The amounts reported in the column entitled “Aggregate Earnings in Last Fiscal Year” represent the change in the value of the shares subject to the restricted stock unit awards from December 31, 2013 to December 31, 2014.

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•

We have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his or her position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition.

•

The NEO is said to have been Constructively Terminated (and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his or her adjusted total compensation for the prior 12 months or (y) 75% of his or her adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have been Constructively Terminated if we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of the Company ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.

•	unpaid base salary through the date of termination;

•	accrued but unused vacation or paid leave; and

•	reimbursements.

•

Messrs. Wehmer, Dykstra, Murphy and Stoehr will be entitled to a payment equal to three times the sum of his base salary in effect at the time of his death or disability and the target cash and stock bonus awards to such NEO in the year of his death or disability, with such payments to be made, (i) in the case of death, in a lump sum within 30 days of the NEO’s death or (ii) in the case of permanent disability, ratably over 36 months, with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company; and

•	he will immediately vest in all outstanding awards under the Company’s incentive plans.

•

Messrs. Wehmer, Dykstra and Murphy will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (a) the date he becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (b) the date he becomes eligible for Medicare benefits; and

•	Mr. Stoehr will continue to receive health insurance, including for qualified dependents, under the then current Company plan until the end of the 36-month period over which the severance payments described in the first bullet point of this subsection are made.

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•	the payment to Messrs. Wehmer, Dykstra, Murphy and Stoehr described in the first bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 36-month period;

•

Ms. Pattis will be entitled to a payment equal to three times the sum of her base salary in effect at the time of the termination of her employment and the annual incentive compensation award (not including any equity-based award or cash award with a vesting period of greater than one year) paid to Ms. Pattis during the 12-month period prior to the termination of her employment, with such payments to be made ratably over 36 months, with any such payment benefit reduced by the amount of any income earned by Ms. Pattis during such 36-month period; provided, however, that such amount paid to Ms. Pattis shall not be less than $8,333.34 per month;

•	outstanding option awards under the Company’s incentive plans will remain exercisable until the earlier of (i) three months or (ii) the life of the award;

•	Messrs. Wehmer, Dykstra and Murphy and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (b) the date he becomes eligible for Medicare benefits; and

•	Mr. Stoehr, Ms. Pattis and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he or she becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion, (b) the expiration of the maximum coverage period under COBRA or (c) the date he or she becomes eligible for Medicare benefits.

•	Pursuant to our incentive plans, the NEO will be entitled to immediate vesting and lapsing of restrictions on all outstanding awards;

•	Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes incurred by the NEO as a result of the receipt of any change in control payments and such offset payment, within 30 days of the determination that such excise tax is due; and

•	In the case of Mr. Stoehr and Ms. Pattis, such payment may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Code) unless the change in control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment.

•	if any person acquires 50% or more of the Company’s outstanding Common Stock or of the combined voting power of the Company’s outstanding voting securities (other than securities acquired directly from the Company);

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•	if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board;

•	the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or

•	the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

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1.	In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, and reimbursement of miscellaneous company incurred expenses. For each NEO, this amount was zero as of December 31, 2014.

2.

Upon termination due to death or disability, termination without cause, constructive termination, or qualifying termination following a change in control, with respect to each NEO other than Ms. Pattis, such NEO is entitled to receive an amount equal to three times (3x) the sum of (i) the NEO’s base salary in effect at the time of termination plus (ii) an amount equal to the NEO’s target cash bonus and the NEO’s target stock bonus in the year in which the termination occurs. Under a constructive termination, termination without cause or a qualifying termination following a change in control, Ms. Pattis is entitled to a severance payments of three times (3x) base salary and an amount equal to the annual incentive compensation paid to her during the 12-month period prior to the termination.

3.

In the event of death, permanent disability, or a qualifying termination following a change in control, all outstanding stock options and time-vesting restricted stock awards immediately vest. In the event of death, permanent disability or retirement, the January 2012, January 2013 and January 2014 performance-based restricted stock unit awards will vest on a pro-rata basis based on performance over the full performance period. For this analysis, performance has been assumed at target for the 2013 and 2014 awards. For the 2012 performance-based restricted stock unit awards, the amount represents the actual payout, since the performance period was completed on December 31, 2014 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the January 2013 and January 2014 performance-based restricted stock unit awards will vest in full at target performance. The January 2012 performance-based restricted stock unit award is shown at actual performance as the performance period ended on December 31, 2014. Messrs. Wehmer and Murphy both had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2014. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer and Murphy was treated as a retirement for purposes of quantifying their disclosed benefits.

4.

In the event of death, permanent disability or retirement, January 2012, January 2013 and January 2014 performance-based cash awards will be payable in a pro-rata portion based on actual performance over the full performance period. For this analysis, performance has been assumed at target for the 2013 and 2014 awards. For the 2012 performance-based cash awards, the amount represents the actual payout, since the performance period was completed on December 31, 2014 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the January 2013 and January 2014 performance-based cash awards will vest in full at target performance. The January 2012 performance-based cash award is shown at actual performance as the performance period ended on December 31, 2014. In the event of a termination in connection with death, permanent disability, termination without cause or a change in control, Ms. Pattis is entitled to receive the vested percentage of the truncated award amount (i.e., target award amount multiplied by the performance multiple) of her August 2011 Cash Incentive and Retention Award. Based on EPS performance as determined on a fully-diluted basis for 2011-2014, there would be no payout of the vested percentage of the Cash Incentive and Retention Award upon a termination of employment as of December 31, 2014. Messrs. Wehmer and Murphy both had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2014. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer and Murphy was treated as a retirement for purposes of quantifying their disclosed benefits.

5.

We have assumed benefit continuation for Messrs. Wehmer, Dykstra and Murphy through the age of 65, the time at which the NEO will be eligible for Medicare. We have assumed benefit continuation for 18 months in the event termination in connection with a change in control, termination without cause or constructive termination for Mr. Stoehr and Ms. Pattis, per current COBRA guidelines, and for 36 months in the event of permanent disability for Mr. Stoehr.

6.

In the event of termination in connection with death, the amount of benefits to be paid to Messrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his employment agreement shall be reduced by the amount of any life insurance benefit payments paid or payable to him from policies of insurance maintained and/or paid for by the Company; provided that in the event the life insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess life insurance payments.

7.

In the event of termination in connection with permanent disability, the amount of benefits to be paid to Messrs. Wehmer, Dykstra, Murphy and Stoehr pursuant to his employment agreement shall be reduced by the amount of any long-term disability insurance benefit payments paid or payable to him during the payment period from policies of insurance maintained and/or paid for by the Company; provided that in the event the long-term disability insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess insurance payments.

8.

In the event of a termination in connection with a change in control, Messrs. Wehmer, Dykstra and Murphy are entitled to an excise tax gross-up payment to be paid by the Company if the present value of the NEO’s parachute payments exceeds his safe harbor. Excise tax gross up payments were calculated in accordance with Section 280G of the Code. Effective May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change in control.

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9.

The employment agreements for Mr. Stoehr and Ms. Pattis provide that in the event the potential payments would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code, or any interest or penalties with respect to such excise tax, then the amount of the payout would be automatically reduced to an amount equal to $1.00 less than three times (3x) the “base amount” as defined in Section 280G(3) of the Code (the “Reduced Payment”). This reduction will not apply if the sum of the amount of severance pay less the amount of excise tax payable by the NEO is greater than the Reduced Payment.

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•	the 2015 Plan will be administered by the Compensation Committee, comprised entirely of independent directors;

•	under the 2015 Plan, 5,485,000 shares of Common Stock will initially be available for awards;

•	the 2015 Plan counts each full-value award as three shares against the number of shares available for grant;

•	the 2015 Plan prohibits repricing of stock options or stock appreciation rights (“SARs”) without prior shareholder approval;

•	Except with respect to substitute awards granted in connection with a corporate transaction or due to a capitalization adjustment, the purchase price of stock options and the base price for SARs granted under the 2015 Plan may not be less than the fair market value of a share of Common Stock on the date of grant;

•	Subject to certain exceptions described in the 2015 Plan, the 2015 Plan includes a minimum vesting period of 12 months for awards granted under the plan;

•	the 2015 Plan does not include liberal share recycling provisions; and

•	The 2015 Plan does not contain a liberal change in control definition and the 2015 Plan includes “double-trigger” provisions for the acceleration of vesting of outstanding equity awards following a change in control of the Company.

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•	materially increase the number of shares available under the 2015 Plan or issuable to a participant, except in connection with an event described above in “Adjustments;”

•	change the types of awards that may be granted under the 2015 Plan;

•	expand the class of persons eligible to receive awards or otherwise participate in the 2015 Plan; or

•	reduce the price at which a stock option or SAR is exercisable either by amendment of an award agreement or by substitution of a new stock option or SAR at a reduced exercise price, except in connection with an event described above in “Adjustments.”

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